Common use of Compliance with GAAP Clause in Contracts

Compliance with GAAP. The General Partner represents and warrants -------------------- that, except for liabilities and obligations set forth in the Financial Statements, the Company and the Controlling Partnership have no liabilities or obligations of any nature (whether accrued, absolute, contingent or otherwise), which are required by generally accepted accounting principles applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of such generally accepted accounting principles ("GAAP") to be set forth on a balance sheet of the Company or of the Controlling Partnership, as applicable, or in the notes thereto and which, individually or in the aggregate, would have a material adverse effect on the business, properties, assets, financial condition or results of operations of the Company or of the Controlling Partnership, taken as a whole, or on the ability of the Company or of the Controlling Partnership to perform in all material respects its obligations under the Original Agreement, as amended and affected by the First Amendment, and as further amended and affected by this Agreement, or under the Management Agreement (a "Material Adverse Effect"). The General Partner represents and warrants that, except as previously disclosed in writing to Apple, there has been no event or condition, following the date of the most recent Financial Statements, in connection with the business, operations or assets of the Company or the Controlling Partnership that, individually or in the aggregate, would have a Material Adverse Effect (a "Material Adverse Change").